|  |  |  |
| --- | --- | --- |
| 12. |  | **FURTHER PROVISIONS** |
|  |
| 12.1 |  | **Benefit of Agreement** |
|  |
|  |  | No party shall assign or transfer all or any of its rights and/or obligations under this
Agreement without the prior written consent of the relevant Seller (in the case of any
assignment or transfer by any Purchaser) or the relevant Purchaser (in the case of any
assignment or transfer by any Seller) **provided that** a Purchaser may assign its rights under
this Agreement to its financiers pursuant to any financing of the relevant Aircraft to be
purchased by it with the consent of the relevant Seller (such consent not to be unreasonably
withheld where (i) the relevant Seller is satisfied that it shall not incur, or it is
indemnified to its satisfaction against, any costs in relation to such assignment and (ii)
the relevant Seller has completed any necessary know your customer checks and due diligence
in relation to any assignee and is satisfied in its absolute discretion with the result of
such checks and due diligence). |



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